Common use of Issuance of Additional Units and Interests Clause in Contracts

Issuance of Additional Units and Interests. Subject to compliance with the provisions of this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreement, the Board shall have the right to cause the LLC to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be "ADDITIONAL SECURITIES"): (i) additional Units or other interests in the LLC (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLC, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject to the provisions of this Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required contributions in connection therewith. Any Person who acquires Units may be admitted to the LLC as a Unitholder pursuant to the terms of SECTION 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an additional Unitholder, SCHEDULE A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, (A) except with respect to Distributions in respect of the GTCR Threshold, no additional Units or other equity interests in the LLC (including securities convertible or exchangeable into Units or other equity interests in the LLC or warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the LLC) having a preference with respect to distributions or liquidations that is senior or pari passu to the Senior Preferred Units may be issued by the LLC without the consent of the Board and the holders of a majority of the Senior Preferred Units and (B) Class A Preferred Units shall be reserved for issuance in exchange for other Units pursuant to the terms of the Senior Management Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstances.

Issuance of Additional Units and Interests. Subject to compliance with the provisions of this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreement, the Board shall have the right to cause the LLC to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be "ADDITIONAL SECURITIES"“Additional Securities”): (i) additional Units or other interests in the LLC (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLC, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject to the provisions of this Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required or deemed contributions in connection therewith. Any Person who acquires Units may be admitted to the LLC as a Unitholder pursuant to the terms of SECTION Section 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an additional Unitholder, SCHEDULE Schedule A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, (A) except with respect to Distributions in respect of the GTCR Threshold, no additional Units or other equity interests in the LLC (including securities convertible or exchangeable into Units or other equity interests in the LLC or warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the LLC) having a preference with respect to distributions or liquidations that is senior or pari passu to the Senior Preferred Units may be issued by the LLC without the consent of the Board and the holders of a majority of the Senior Preferred Units and (B) Class A Preferred Units shall be reserved for issuance in exchange for other Units pursuant to the terms of the Senior Management Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstances.

Issuance of Additional Units and Interests. Subject to compliance with the provisions of this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement Section 5.3 and the Securityholders AgreementSection 8.11, the Board shall have the right right, power and authority to cause the LLC Company to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be "ADDITIONAL SECURITIESAdditional Securities"): (ia) additional Units or other interests in the LLC Company (including other classes or series thereof having different rightsrights and/or preferences), (iib) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLCCompany, and (iiic) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLCCompany. Subject to the provisions of this Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required or deemed contributions in connection therewiththerewith and shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as it deems necessary or desirable (in its discretion) to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units or other Equity Securities of any class or series, to create and authorize a new class or series of Units or other Equity Securities and to add the terms of such new class or series of Units or other Equity Securities including economic and governance rights which may be different from, senior to or more favorable than the other existing Units or other Equity Securities; provided, that, prior to the expiration of the Call Period, no Units or Equity Securities that have economic and/or governance rights that are senior to or more favorable than the Class B Units shall be issued without the prior written consent of the CABO Investor), in each case without the approval or consent of any other Person. The issuance of Additional Securities may, among other things, dilute the interests of existing holders of Units. Any Person who acquires Units that are Additional Securities may be admitted to the LLC Company as a Unitholder pursuant to the terms of SECTION 11.2 Section 9.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an additional Unitholder, SCHEDULE A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, (A) except with respect to Distributions in respect of the GTCR Threshold, no additional Units or other equity interests in the LLC (including securities convertible or exchangeable into Units or other equity interests in the LLC or warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the LLC) having a preference with respect to distributions or liquidations that is senior or pari passu to the Senior Preferred Units may be issued by the LLC without the consent of the Board and the holders of a majority of the Senior Preferred Units and (B) Class A Preferred Units shall be reserved for issuance in exchange for other Units pursuant to the terms of the Senior Management Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstances.

Issuance of Additional Units and Interests. Subject to compliance with the provisions of this Agreement, the GTCR Purchase AgreementContribution Agreements, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreement, the Board shall have the right to cause the LLC to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be "ADDITIONAL SECURITIESAdditional Securities"): (i) additional Units or other interests in the LLC (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLC, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject to the provisions of this Agreement, the Contribution Agreements, and the Securityholders Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required contributions in connection therewith. Any Person who acquires Units may be admitted to the LLC as a Unitholder pursuant to the terms of SECTION Section 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an additional Unitholder, SCHEDULE Schedule A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, (A) except with respect to Distributions in respect of the GTCR Threshold, no additional Units or other equity interests in the LLC (including securities convertible or exchangeable into Units or other equity interests in the LLC or warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the LLC) having a preference with respect to distributions or liquidations that is senior or pari passu to the Senior Preferred Units may be issued by the LLC without the consent of the Board and the holders of a majority of the Senior Preferred Units and (B) Class A Preferred Units shall be reserved for issuance in exchange for other Units pursuant to the terms of the Senior Management Employee Contribution Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Senior Management Employee Contribution Agreements and under no other circumstances.

Issuance of Additional Units and Interests. Subject to compliance with Sections 3.1(c) and (d) (only to the provisions of this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreementextent applicable), the Board shall have the right at any time and from time to time to authorize and cause the LLC Company to create and/or issue or sell Equity Securities of the Company to any Person (including Unitholders and Affiliates) any of the following (Person, in which for purposes of this Agreement shall be "ADDITIONAL SECURITIES"): event, (i) additional all Units or other interests in the LLC (including other classes of a class, group or series thereof having shall be diluted in an equal manner as to the other Units of such class, group or series, with respect to such issuance, subject to differences in rights and preferences of different rights)classes, groups and series of Equity Securities, and (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLC, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject to the provisions of this Agreement, the Board shall determine have the power to amend this Agreement and/or the Schedule of Unitholders to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances (including, without limitation, amending this Agreement to increase the number of Equity Securities of any class, group or series, to create and authorize a new class, group or series of Equity Securities and to add the terms and conditions governing the issuance of such Additional new class, group or series including economic and governance rights which may be different from, senior to or more favorable than the other existing Equity Securities), including in each case without the number and designation approval or consent of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required contributions in connection therewithPerson. Any Person who acquires Units Equity Securities may be admitted to the LLC Company as a Unitholder pursuant Member in accordance with Section 10.2. In connection with any issuance of Units, the Person who acquires such Units shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms of SECTION 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an additional Unitholder, SCHEDULE A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, (A) except with respect to Distributions in respect of the GTCR Threshold, no additional Units or other equity interests in the LLC and conditions thereof (including securities convertible Transfer restrictions, vesting and forfeiture or exchangeable into Units or other equity interests in the LLC or warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the LLCbuyback provisions) having a preference with respect to distributions or liquidations that is senior or pari passu to the Senior Preferred Units may be issued as are required by the LLC without the consent of the Board and the holders of a majority of the Senior Preferred Units and (B) Class A Preferred each, an “Equity Agreement”). Each Person who acquires Units shall be reserved for issuance in exchange for other such Units pursuant make a Capital Contribution to the terms of Company in accordance with such Person's Equity Agreement or, if none, in an amount to be determined by the Senior Management Agreements, and such Class A Preferred Units Board in its sole discretion (which may be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstances.zero). [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Issuance of Additional Units and Interests. No Unitholder shall be required to make any additional Capital Contributions to the Company. In addition, no Unitholder shall be permitted to make any additional Capital Contributions to the Company without the consent of the Board, subject to the preemptive rights provided for in Section 8.3. Subject to compliance with the provisions of this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreement, the Board shall have the right to cause the LLC Company to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be "ADDITIONAL SECURITIES"“Additional Securities”): (i) additional Units or other interests in the LLC Company (including other classes or series thereof having different rightsrights and/or preferences), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLCCompany, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLCCompany. Subject to the provisions of this Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with in respect to of distributions, liquidations, or otherwise) over any other Units and any required or deemed contributions in connection therewiththerewith and shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as the Board deems necessary or desirable (in its discretion) to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units or other Company Equity Securities of any class or series, to create and authorize a new class or series of Units or other Company Equity Securities (including in connection with the issuance of additional Units as consideration upon the repurchase of equity pursuant to any Management Equity Agreement and in connection with the issuance of any Incentive Units) and to add the terms of such new class or series of Units or other Company Equity Securities, including economic and governance rights which may be different from, senior to or more favorable than the other existing Units or other Company Equity Securities), in each case without the approval or consent of any other Person. The issuance of Additional Securities may, among other things, dilute some or all of the interests of existing holders of Units. Any Person who acquires Units that are Additional Securities may be admitted to the LLC Company as a Unitholder pursuant to the terms of SECTION 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an additional Unitholder, SCHEDULE A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, (A) except with respect to Distributions in respect of the GTCR Threshold, no additional Units or other equity interests in the LLC (including securities convertible or exchangeable into Units or other equity interests in the LLC or warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the LLC) having a preference with respect to distributions or liquidations that is senior or pari passu to the Senior Preferred Units may be issued by the LLC without the consent of the Board and the holders of a majority of the Senior Preferred Units and (B) Class A Preferred Units shall be reserved for issuance in exchange for other Units pursuant to the terms of the Senior Management Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstancesSection 9.2.